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2 1. Nexus Ventures III, Ltd.; 2. Nexus Opportunity Fund II, Ltd.; 3. Sequoia Capital India Investments III; 4. Sequoia Capital India Growth Investments I; 5. WestBridge Crossover Fund, LLC; 6. Aravali Investment Holdings; 7. Milestone Trusteeship Services Private Limited, as trustee of Madison India; Opportunities Trust Fund; 8. Madison India Opportunities IV; 9. India Shelter Finance Corporation Limited; 10. Mr. Anil Mehta; and 11. Mr. Srinath Mukherji. RESOLVED FURTHER THAT the draft of Private Placement Offer cum Application Letter in PAS-4 be and are hereby approved. RESOLVED FURTHER THAT Mr. Anil Mehta, Chief Executive Officer & Managing Director, Mr. Sunil Jain, Chief Financial Officer and Ms. Mukti Chaplot, Company Secretary of the Company be and are hereby severally authorized, on behalf of the Company: (i) to do necessary compliances as may be required for issuance and allotment of the shares to Aravali Investment Holdings, Nexus Opportunity Fund II Ltd., Sequoia Capital India Growth Investments I and Madison India Opportunities IV on private placement basis (preferential allotment) including filing of relevant forms / necessary documents with the Registrar of Companies, Reserve Bank of India, other Government authority(ies), application to the National Housing Bank (NHB), application to collector of stamps / appropriate Government authority for adjudication of stamp duty,etc; (ii) to do all such acts, deeds, matters and things as may be necessary, proper or desirable and to sign and execute all necessary documents, applications, forms and returns for the purpose of giving effect to the aforesaid resolution. 2. To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution: TO APPROVE APPOINTMENT OF MR. SHAILESH J MEHTA (DIN ) AS INDEPENDENT DIRECTOR RESOLVED THAT Mr. Shailesh J. Mehta (DIN ), in respect of whom the Company has received a notice in writing from a member proposing his candidature as required in terms of Section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company for a tenure 2

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4 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. 2. A proxy in order to be valid, must be signed, dated, properly stamped and deposited either in person or through the post so as to reach the Company at its Registered Office at least 48 hours before the commencement of the meeting. 3. The relevant Statement pursuant to the provisions of Section 102 (1) of the Companies Act, 2013 in respect of the special business item numbers 1 and 2 is annexed hereto. 4. Corporate members are requested to send a duly certified copy of the Board resolution authorizing their representative to attend and vote at the meeting. 5. Members / proxies should fill in the attendance slip for attending the meeting and carry the same to the meeting. 6. Relevant documents referred to in the Notice and the accompanying Statement are open for inspection by the members at the Registered Office of the Company on all working days, during business hours, up to the date of the Meeting. 7. The route map of the place of meeting is as below: 6th Floor, Plot 15, Institutional Area, Sector 44, Near Huda metro station, Sector 45, Gurugram, Haryana Prominent place near the venue of the meeting is Huda City Centre metro station. 4

5 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT 2013 ITEM NO. 1 The Company proposes to make a preferential allotment of 56,06,854 equity shares to Aravali Investment Holdings, Nexus Opportunity Fund II, Ltd., Sequoia Capital India Growth Investments I and Madison India Opportunities IV collectively known as Subscribers, on a private placement basis, which has been approved by the Board of Directors of the Company at its meeting held on August 22, Approval of the members by way of special resolution is required inter-alia in terms of Sections 42 and 62(1)(c) of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, Therefore, in terms of said sections, rules and regulations, consent of the members is being sought for the issue of 56,06,854 (Fifty-Six Lakhs Six Thousand Eight Hundred and Fifty-Four) equity shares of the Company, having a face value of Rs. 10 (Rupees Ten) each, at premium of Rs per equity share aggregating to Rs. 1,950,007,752.66/- (Rupees one billion nine hundred fifty million seven thousand seven hundred fifty-two and sixty-six paise) ( Equity Shares ), on a preferential basis to the Subscribers, entitling the Subscribers to the Equity Shares, in dematerialized form on the terms and conditions as agreed under the Share Subscription and Amended and Restated Shareholders Agreement (SSSHA) dated October 5, 2017 executed between the following: 1. Nexus Ventures III, Ltd.; 2. Nexus Opportunity Fund II, Ltd.; 3. Sequoia Capital India Investments III; 4. Sequoia Capital India Growth Investments I; 5. WestBridge Crossover Fund, LLC; 6. Aravali Investment Holdings; 7. Milestone Trusteeship Services Private Limited, as trustee of Madison India; Opportunities Trust Fund; 8. Madison India Opportunities IV; 9. India Shelter Finance Corporation Limited; 10. Mr. Anil Mehta; and 11. Mr. Srinath Mukherji. In terms of the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the relevant disclosures / details are given below: Objects of the Preferential Issue: The proceeds of the issue will be utilized by the Company for the purposes of its business. The total number of shares or other securities to be issued 56,06,854 (Fifty-Six Lakhs Six Thousand Eight Hundred and Fifty-Four) 5

6 Terms of Issue of the Equity Shares, if any The equity shares are being issued on a fully diluted basis in terms of this resolution and shall rank pari passu with the existing equity shares of the Company in all respects. Details of Pricing & basis of price of Preferential Issue The price of equity shares to be issued is fixed at Rs. 10 (Rupees Ten) along with a premium of Rs (Three Hundred and Thirty-Seven Rupees and Seventy-Nine Paise) per equity share in accordance with the price determined in the Valuation Report dated August 20, 2018 issued by SPA Capital Advisors Limited, SEBI Registered Cat I Permanent Merchant bankers, 25, C-Block Community Centre, Janakpuri, New Delhi to the Company. Relevant date with reference to which the price has been arrived at 31 st March, 2018 Class / Classes of persons to whom allotment proposed to be made Existing shareholders of the Company Intention of promoters / directors / key managerial personnel to subscribe to theoffer None of the promoters, directors or key managerial personnel intend to subscribe to the proposed issue. Any other material terms of issue of the said securities The said issue shall be governed by the terms and conditions of the Share Subscription and Amended and Restated Shareholders Agreement (SSSHA) dated October 5, 2017 executed between the following: i. Nexus Ventures III, Ltd.; ii. Nexus Opportunity Fund II, Ltd.; iii. Sequoia Capital India Investments III; iv. Sequoia Capital India Growth Investments I; v. WestBridge Crossover Fund, LLC; vi. Aravali Investment Holdings; vii. Milestone Trusteeship Services Private Limited, as trustee of Madison India; Opportunities Trust Fund; viii. Madison India Opportunities IV; ix. India Shelter Finance Corporation Limited; x. Mr. Anil Mehta; and xi. Mr. Srinath Mukherji. 6

8 1. Institutional Investors Non-Institution Investors Private Corporate Bodies Directors and relatives Indian Public 4,34, % 4,34, % Others (including NRIs) Foreign Body 3,28,08, % 3,84,15, % Corporates Others 23,79, % 23,79, % Sub Total (B) 3,56,22, % 4,12,29, % GRAND TOTAL 3,59,18, % 4,15,24, % (A+B) Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price During the year, the Company has allotted Secured Rated Redeemable Taxable Non- Convertible Debentures each having a face value of Rs 10,00,000/- (Rupees Ten Lakh Only) aggregating up to 100,00,00,000/- (Rupees One Hundred Crores) for cash, at par. Change in control, if any, in the Company that would occur consequent to the preferential offer There shall be no change in management or control of the Company pursuant to the issue of the equity shares. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer Not Applicable. Lock in period: Not Applicable The Board of Directors of the Company believe that the proposed preferential issue is in the best interest of the Company and its members. The Board of Directors, therefore, recommends the resolution for your approval. 8

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10 Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: Name of the company: Registered office: Name of the Member (s): Registered address: id: Folio No. / Client id: DP ID: I/We, being the member (s) of. shares of the above-named company, hereby appoint 1. Name: Address: Id: Signature:., or failing him 2. Name: Address: Id: Signature:., or failing him 3. Name: Address: Id: Signature:. as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the. Annual general meeting / Extraordinary general meeting of the company, to be held on the day of. At. a.m. / p.m. at (place) and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No Signed this day of 20. Affix Revenue 10

11 Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 11

12 ATTENDANCE SLIP Name of the Share holders No of Shares Folio no. Client ID I / we, herby record my / our attendance at the Extra-Ordinary General Meeting on, at A.M. at the registered office of the Company situated at 6 th Floor, Plot No.15, Sector 44, Gurgaon, Haryana Signature of Shareholders or Proxy Address Note: Please fill up the attendance slip and hand it over at the entrance of the meeting hall.

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